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vided by this Agreement), time share, modify, reproduce,
<br />copy, make derivative works from, distribute, publish, use to
<br />provide service bureau services, or publicly display the Li-
<br />censed Programs. Client may only Use the Licensed Pro-
<br />grams for Business Purposes. Client may not reverse engi-
<br />neer, decompile or otherwise attempt to discover the source
<br />code for the Licensed Programs. Client may not permit any
<br />person or entity to breach the restrictions in this section 2(b)
<br />(Restrictions).
<br />c. Access to the Site. Yardl will use commercially
<br />reasonable efforts to make the Site and the Licensed Pro-
<br />grams accessible to Designated Users 24 -hours per day, 7
<br />days per week, excluding down time for maintenance and
<br />repair. Yardi has standing maintenance /repair/backup hours
<br />from 11:00 pm each Saturday to 3:00 am (Pacific Time)
<br />each Sunday, and nightly Sunday to Friday from 12:00 am —
<br />2:00 am (Pacific Time). Yardi will provide as much advance
<br />notice to Client as reasonably possible under the circums-
<br />tances for scheduled maintenance /repair down time outside
<br />of the aforementioned standing hours, and Yardi will use
<br />commercially reasonable efforts to provide as much notice to
<br />Client as reasonably possible under the circumstances for
<br />emergency maintenance /repair downtime.
<br />3. Term and Termination.
<br />a. Term. This Agreement will commence on the Effec-
<br />tive Date and remain In affect until terminated in accord with
<br />this Agreement.
<br />b. Termination for CormmWm Client may terminate this
<br />Agreement without cause and for its convenience upon 30
<br />calendar days prior written notice. Upon a termination for
<br />convenience, Client shall promptly pay any Undisputed Fees
<br />owed to Yardi as of the effective date of Client's termination.
<br />If Client terminates this Agreement pursuant to this section
<br />3(b) (Termination for Convenience), Client shall not be an-
<br />tided to a refund of any Fees.
<br />c. Termination for Cause. Either party may terminate
<br />this Agreement upon written notice to the other party if the
<br />other party materially breaches this Agreement and fails to
<br />cure such breach within 7 days of written notice of a material
<br />breach, or if the breaching party cannot reasonably cure the
<br />material breach within 7 days, the breaching party falls to
<br />Initiate cure within 7 days and fails to continuously and dili-
<br />gently work to cure the breach until the breach Is cured.
<br />Termination pursuant to this section 3(c) (Termination for
<br />Cause) shall be effective upon delivery of written notice after
<br />expiration of the applicable cure period.
<br />d. Effect of Termination.
<br />(I) License Termination. Upon the effective date of
<br />this Agreements termination or expiration, (A) the license for
<br />the Licensed Programs and Licensed Programs Documenta-
<br />tion will terminate, (B) Client will cease Use of the Licensed
<br />Programs and Licensed Programs Documentation, (C)
<br />Client's access to the Site and Licensed Programs wait be
<br />disabled, and (D) Client shall pay any Undisputed Fees to
<br />Yardl.
<br />(if) Return of Confidential Information. Upon this
<br />Agreement's termination or expiration effective date, the
<br />parties shall comply with section 9(d) (Return of Confidential
<br />Information).
<br />a. Survival. The parties' obligations under, and the
<br />provisions of, sections 4 (License Fees), 8(b) (Limited Liabili-
<br />ty for Unauthorized Client Data Access), 9 (Confidentiality),
<br />10 (Warranties), 11 (Damage Limitations), 13 (indemnifica-
<br />tion), 15 (Assignment) and 18 (General Provisions) shall
<br />survlva this Agreement's termination or expiration,
<br />4. License Fees.
<br />a. Fees. Client agrees to pay Yardf the Fees In accor-
<br />dance with the payment terms set forth in Schedule A.
<br />b. Failure to Pay. Client's failure to timely pay any
<br />Undisputed Fee when due Is a material breach subject to the
<br />terms of section 3(c) (Termination for Cause). Additionally,
<br />Undisputed Fees shall accrue interest from their due date
<br />unlit paid at the rate of 1.5% per month or the maximum rate
<br />allowed under applicable law whichever is less.
<br />c. Taxes. The Fees are exclusive of any tariff, duty, or
<br />tax, however designated, levied, or based including, without
<br />limitation, any taxes based on (1) this Agreement, (11) the
<br />Licensed Programs or Deliverables, (if!) Client's Use of the
<br />Licensed Programs, (Iv) the Licensed Programs Documenta-
<br />tion, or (v) any materials or supplies furnished by Yardf per
<br />this Agreement. Client is responsible for all applicable tariffs,
<br />duties or taxes (exclusive of taxes based on Yardi's net In-
<br />come) applicable to this Agreement.
<br />d. Partial Fee Disputes. If Client reasonably and in
<br />good faith disputes any Fees, and provides notice in accord
<br />with section 18(f) (Notices) of such dispute, Client agrees
<br />that any undisputed portion of such Fees are Undisputed
<br />Fees and Client agrees to timely pay any such Undisputed
<br />Fees.
<br />5, ImnlemenWIgn and Training.
<br />a. Third Party Software and Hardware Require-
<br />ments. Client is solely responsible for purchasing, installing
<br />and maintaining, at Client's expense, any third party soft-
<br />ware and hardware necessary for Client's Designated Users
<br />to access the Site and Use the Licensed Programs. Yardl
<br />shall not be liable for any such third party software or hard-
<br />ware, and Client acknowledges and agrees that any assis-
<br />tance provided by Yardi in connection with such third party
<br />software and hardware shall not alter Client's responsibility
<br />or Yardi's liability disclaimer under this section 5(a) (Third
<br />Party Software & Hardware Requirements).
<br />b. Location, implementation and training may (at
<br />Client's election) take place at a location specified by Client
<br />or via telecommunications. Yardl will bill Client for Initial Im-
<br />plementation/training services as indicated In Schedule A.
<br />Client may request additional on -site Implementation /training
<br />services (i.e., in addition to the on -site impiementa-
<br />tion / tralning services set forth in Schedule A) at any time and
<br />Yardi will make commercially reasonable efforts to timely
<br />accommodate Client's request_ Additional on -site Implemen-
<br />tation /training services are subject to the parties' mutual
<br />agreement on: (1) the schedule for performance of the addi-
<br />tional services, and (it) Yardi's Fees for the additional servic-
<br />es.
<br />c. On- Sites. Client acknowledges that in- person im-
<br />plementatlon /training service visits at a Client location re-
<br />quire a minimum visit of 8 hours per visit. Client agrees to
<br />2
<br />''ardi t Client
<br />Cclnfi t1tt!
<br />t5ate of Preparation: July 23, 2009 7:22 AM
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